This thesis aims at Liu Shipei' s scholastic interpretation about the Philosophers, Yan Yuan(顔元) and Dai Zhen(載震)Specially, I bring into focus their effect into Liu Shipei' s Learning and Thoughts. Also, I am interested about how their Learning had transmitted to Lin's Thoughts and Learning. Yan Yuan, Liu thought, sought to create a new philosophical world called the Practical Learning(實學) which specially had converged all the traditional and newer Chinese thoughts into a practical and pragmatic life Learning. Concretely speaking, he sought to find the Li Qi(理氣), Xing Qing(性情) , Ti Yong(體用), Shi Ru(師偏), Dao Yi(道藝), Zheng Xue(政學), Wen Wu(文武), etc. He criticized the Cheng-Zhu School(程朱學) as a so-called distorted philosophy and emphasized an emotional and unreason fact in the human nature. On the while, about Dai Zhen's philosophy, Liu said that his thoughts also focused about the Practical Learning and he thought it as true "science". Also he was successor as Yan Yuan's thought, emphasizing Xioxue(小學), criticizing Nee-confucianism, and insisting a so-called "Li(理)" which accentuated not dogmatic, subjective but physique and desire. These two Philosophers accentuated the idea of the Universal World(大同思想). Specially, Yan Yuan's suggestion about common property land system and Dai Zhen's theory against superficial Cause and Justice Theory(名分論) had been succeeded into Liu's Revolution Theory(革命論). All these humanistic Thoughts and Learning related with two Philosophers had been transmitted and succeeded into Liu's traditional Chinese Learning(國學). Concretely speaking, Yan Yuan's Practical Learning had been transformed into Liu's Revolutionary Political Economics Theory(革命論 經世論) and Dai Zhen's Learning also had been did Revolutionary Rightness Theory(革命論 義理論). And so, I insisted that these two Philosophers' Learning had effected on Liu's traditional Chinese Learning as much as Yanzu School(楊州學派) had. Liu's traditional Chinese Learning called as Revolutionary Learning, I insisted, was indispensably related with these two philosophers' Practical Learning.